AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED
SECURITY AGREEMENT
AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED SECURITY
AGREEMENT (this "Amendment"), dated as of June 30, 2000, by and among UNION
ACCEPTANCE FUNDING CORPORATION, an Indiana corporation, as Seller (in such
capacity, the "Seller"), UAFC CORPORATION, a Delaware corporation, as debtor (in
such capacity, the "Debtor"), UNION ACCEPTANCE CORPORATION, an Indiana
corporation ("UAC"), individually and in its capacity as collection agent (in
such capacity, the "Collection Agent"), ENTERPRISE FUNDING CORPORATION, a
Delaware corporation (the "Company"), MBIA INSURANCE CORPORATION, a New York
stock insurance company, as financial guaranty insurer (the "Insurer") and BANK
OF AMERICA, N.A., a national banking association ("Bank of America"),
individually and as collateral agent for the Company, the Bank Investors, and
the Insurer (in such capacity, the "Collateral Agent") amended that certain
Amended and Restated Security Agreement dated as of May 12, 2000 (such agreement
as so amended, the "Security Agreement").
WHEREAS, the parties hereto mutually desire to make an
amendment to the Security Agreement as hereinafter set forth;
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. Defined Terms. As used in this Amendment, and
except as otherwise provided in this Section 1, capitalized terms shall have the
same meanings assigned thereto in the Security Agreement.
(a) Section 1.1 of the Security Agreement is hereby amended by deleting
the definition of "Facility Limit" and replacing it with the following:
""Facility Limit" shall mean $350,000,000."
SECTION 2. Limited Scope. This amendment is specific to the
circumstances described above and does not imply any future amendment or waiver
of rights allocated to the Issuer, the Borrower, any Bank Investor or the Agent
under the Security Agreement.
SECTION 3. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 4. Severability; Counterparts. This Amendment may be
executed in any number of copies, and by the different parties hereto on the
same or separate counterparts, each of which shall be deemed to be an original
instrument. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
SECTION 5. Ratification. Except as expressly affected by the
provisions hereof, the Security Agreement as amended shall remain in full force
and effect in accordance with its terms and ratified and confirmed by the
parties hereto. On and after the date hereof, each reference in the Security
Agreement to "this Agreement", "hereunder", "herein" or words of like import
shall mean and be a reference to the Security Agreement as amended by the
Amendment.
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IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment Number 1 as of the day and year first above written.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title:
UAFC CORPORATION,
as Debtor
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title:
UNION ACCEPTANCE FUNDING
CORPORATION, as Seller
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title:
7
UNION ACCEPTANCE CORPORATION,
individually and as Collection Agent
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title:
BANK OF AMERICA, N.A.,
individually and as Collateral Agent
and Bank Investor
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title:
MBIA INSURANCE CORPORATION, as
Insurer
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: